UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR
15(D)
OF
THE SECURITIES EXCHANGE ACT OF
1934
|
Date
of
Report
(Date
of Earliest Event
Reported):
December
20,
2007
|
|
New
Jersey
|
Commission
File
Number
|
21-0419870
|
|
State
of Incorporation
|
1-3822
|
I.R.S.
Employer
Identification
No.
|
One
Campbell
Place
Camden,
New
Jersey 08103-1799
Principal
Executive
Offices
Telephone
Number: (856)
342-4800
Check
the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of
the registrant under any of the following provisions:
|
o
|
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-(c))
|
Item
1.01 Entry into a Material
Definitive Agreement
On
December 20, 2007, Campbell
Investment Company (“Campbell”), a wholly-owned subsidiary of Campbell Soup
Company, entered into a stock purchase agreement (the “Agreement”) with Yildiz
Holding A.S. (“Yildiz”). Pursuant to the terms of the Agreement,
Yildiz will acquire the Godiva Chocolatier business from Campbell
through a purchase of all of the
outstanding shares of the entities comprising the Godiva
business. The cash purchase price payable under the Agreement is
$850
million, subject to certain
closing
adjustments. The
Agreement contains customary representations, warranties, covenants and
indemnification provisions, including prohibitions on Campbell and its
affiliates engaging in the premium
chocolate business or operating retail
stores focusing principally on the sale of chocolate for a period of
two
years (subject to certain
exceptions). The transaction is subject to customary
closing conditions, including the
receipt of required antitrust approvals or clearances and Campbell’s
delivery of audited financial
statements for the Godiva business. The transaction is not subject to
approval by either party’s shareholders.
A
copy of the Agreement is attached
hereto as Exhibit 2.1. The foregoing description of the Agreement and
the transaction is qualified in its entirety by reference to the full text
of
the Agreement, which is incorporated herein by reference.
The
Agreement has been included to
provide shareowners and investors with information regarding its
terms. It is not intended to provide any other factual information
about Campbell or any of its subsidiaries or businesses. The
Agreement contains warranties that the parties made to, and solely for the
benefit of, each other as of specified dates. The assertions embodied
in those warranties are subject to qualifications and limitations agreed
to by
the respective parties and are also
qualified in important part by confidential disclosure
schedules issued
in connection with the
Agreement. In addition, certain warranties may be subject to a
contractual standard of materiality different from what might be viewed as
material to shareowners and
investors. For
the foregoing reasons, shareowners
and investors should not rely on such warranties as characterization of
statements of factual information at the time they were made or
otherwise.
Item
9.01 – Financial Statements and
Exhibits
|
(d)
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Exhibits
|
|
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2.1
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Stock
Purchase Agreement, dated as of December 20, 2007, between Yildiz
Holdings
A.S. and Campbell Investment Company. The registrant agrees to
file a copy of any omitted attachment to Exhibit 2.1 upon the request
of
the Securities and Exchange
Commission.
|
2
SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
Date:
December
26,
2007
|
CAMPBELL
SOUP
COMPANY
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||||
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(Registrant)
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|||||
| By: | /s/ John J. Furey | ||||
|
John
J. Furey
Vice
President
and
Corporate
Secretary
|
|||||
3
EXHIBIT
INDEX
| Exhibit No. |
Description
|
|
| 2.1 |
Stock
Purchase Agreement, dated as of December 20, 2007, between Yildiz
Holdings
A.S. and Campbell Investment Company. The registrant
agrees to file a copy of any omitted attachment to Exhibit 2.1 upon
the
request of the Securities and Exchange
Commission.
|
4